Exhibit
10.1


 


NOTE
AND WARRANT PURCHASE AGREEMENT


 


This
Note and Warrant Purchase Agreement, dated as of December 22,
2016 (this “Agreement”), is entered into by and among Oncobiologics,
Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the
schedule of purchasers attached hereto as Schedule I (each a “Purchaser” and, collectively, the
“Purchasers”), as such Schedule I may be amended in accordance with Sections 1(c)
and Section 7 hereof.


 


RECITALS


 


A.           The
Company has authorized the sale and issuance of secured promissory notes in the form of Exhibit A
hereto (each, a “Note” and, collectively, the “Notes”) having an
aggregate principal amount of up to Ten Million Dollars ($10,000,000.00) (the “Aggregate Note Amount”),
which Aggregate Note Amount may be increased by the Company upon the consent of the Majority Holders (as defined below).


 


B.           The
Company has prior to the date hereof issued to certain of the Purchasers promissory notes (the “Existing Notes”)
having an aggregate principal amount of $1,350,000 and in connection with the execution of this Agreement, the Company and such
Purchasers are exchanging the Existing Notes for the Notes (without premium or any other consideration in addition to the exchange
thereof).


 


C.           Subject
to the terms and conditions set forth herein, each Purchaser is willing to purchase from the Company, and the Company is willing
to sell to such Purchaser, a Note in the principal amount set forth opposite such Purchaser’s name on Schedule I
hereto together with related warrants to acquire shares of the Company’s common stock.


 


D.           Capitalized
terms not otherwise defined herein shall have the meaning set forth in the Note (as defined below) attached as Exhibit A
hereto.


 


AGREEMENT


 


Now,
Therefore, for good and valuable consideration, the receipt and sufficiency of which
is acknowledged and agreed, and in consideration of the foregoing, and the representations, warranties, covenants and conditions
set forth below, the Company and each Purchaser, intending to be legally bound, hereby agree as follows:


 


1.           The
Notes and Warrants.


 


(a)  Issuance
of Notes. Subject to the terms and conditions hereof, the Company agrees to issue and sell to each of the Purchasers, and
each of the Purchasers agrees to purchase a Note in the principal amount set forth opposite such Purchaser’s name on Schedule
I hereto. The obligations of the Purchasers to purchase Notes are several and not joint. The Aggregate Note Amount may be
increased by the Company upon the consent of the Majority Holders (as defined below).


 


 (b)  Issuance
of Warrants. Concurrently with the issuance of the Notes to each of the Purchasers, the Company will issue to each of the
Purchasers a warrant in the form attached hereto as Exhibit B (each,
a “Warrant” and, collectively, the “Warrants” and together with the Notes,
the “Securities”) to purchase shares of Common Stock of the Company in an amount set forth opposite
such Purchaser’s name on Schedule I hereto.


 


(c)  Delivery.
The sale and purchase of the Securities shall take place at a closing (the “Closing”) to be held
at such place and time as the Company and the Purchasers may determine (the “Closing Date”). At the
Closing, the Company shall deliver to each of the Purchasers the Note and Warrant to be purchased by such Purchaser, against
receipt by the Company of the corresponding purchase price therefore set forth on Schedule I hereto (the “Purchase
Price”). Each of the Securities will be registered in such Purchaser’s name in the Company’s
records.


 




     


     


    

 


(d)  Exchange,
At the Closing, certain Purchasers will exchange the Existing Notes (and all accrued and unpaid interest thereon) for new Notes
(the “Exchange”) and Warrants as set forth on Schedule I, provided that such exchange
for Existing Notes shall not be at a discount, premium or require additional consideration in cash or kind.


 


(e)      Subsequent
Sales. At any time on or before the 90th day following the Closing or at such later time as the Company and the Majority Holders
(as defined below) may mutually agree, the Company may sell up to the balance of the Aggregate Note Amount not sold at the Closing
to such persons as may be approved by the Company (the “Additional Purchasers”). All such sales made
at any additional closings (each an “Additional Closing”), shall be made on the terms and conditions
set forth in this Agreement, and (i) the representations and warranties of the Company set forth in Section 2 hereof
shall speak as of the Closing and the Company shall have no obligation to update any such disclosure, and (ii) the representations
and warranties of the Additional Purchasers in Section 3 hereof shall speak as of such Additional Closing. Schedule
I may be amended by the Company without the consent of the Purchasers to include any Additional Purchasers upon the execution
by such Additional Purchasers of a counterpart signature page hereto. Any Notes sold pursuant to this Section 1(e)
shall be deemed to be “Notes” for all purposes under this Agreement and any Additional Purchasers thereof shall
be deemed to be “Purchasers” for all purposes under this Agreement. Notwithstanding anything to the contrary contained
in this Agreement, any Notes issued to Additional Purchasers shall be in the same form attached hereto as Exhibit A
hereto and no consideration shall be offered or paid to any Additional Purchasers to purchase Securities that
is not offered or paid to all Purchasers under this Agreement. Additionally, no consideration or discount shall be offered
or paid to any Persons to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the
same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision
constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended
for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or
as a group with respect to the purchase, disposition or voting of Securities or otherwise.


 


(f)  Use
of Proceeds. The proceeds of the sale and issuance of the Securities shall be used to repay existing loans 7xx143 and
7xx154 from Northfield Bank pursuant to those certain payoff letters attached as Schedule III hereto and for general corporate
purposes, including working capital.


 


(g)  Payments.
All payments on account of the Notes (whether for principal, interest or otherwise) shall be made on a pro rata basis to the Purchasers
in accordance with the respective outstanding principal amounts of their Notes. The Company shall not purchase or redeem any of
the Notes unless an offer on the same terms is made to all Purchasers.


 


2.           Representations
and Warranties of the Company. The Company represents and warrants to each Purchaser that except as otherwise described in
the Company’s registration statement (File No. 333-209011), including a prospectus, as amended at the time it became effective
on May 12, 2016, including the information deemed pursuant to Rule 430A, 430B or 430C under the Securities Act of 1933, as amended
or any successor statute, and the rules and regulations promulgated thereunder (the “1933 Act”) to be
part of such registration statement at the time of its effectiveness (the “IPO Registration Statement”)
and the Company’s filings pursuant to the Securities Exchange Act of 1934, as amended, or any successor statute, and the
rules and regulations promulgated thereunder (the “1934 Act”) (collectively, the “SEC Filings”),
which qualify these representations and warranties in their entirety:


 


(a)  Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business
as now conducted and to own or lease its properties. The Company is duly qualified to do business as a foreign corporation and
is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such
qualification or leasing necessary unless the failure to so qualify has not had and could not reasonably be expected to have a
material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business
of the Company and its subsidiaries taken as a whole,


 




     


     


    

 


(ii) the
legality, validity or enforceability of any of the Transaction Documents (as defined in Section 5(e)) or (iii) the
ability of the Company to perform its obligations under the Transaction Documents (a “Material Adverse Effect”).
Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the1933 Act,
has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited
liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and
has the power and authority (corporate or other) to carry on its business as now conducted and to own or lease its properties.
Each of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company,
as applicable, to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership
or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and could not
reasonably be expected to have a Material Adverse Effect. All of the issued and outstanding capital stock or other equity or ownership
interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable
and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
encumbrance or adverse claim.


 


(b)  Authority.
The Company has the requisite corporate power and authority and has taken all requisite corporate action necessary for, and no
further action on the part of the Company, its officers, directors and stockholders is necessary for, (i) the authorization, execution
and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder
or thereunder, and (iii) the authorization, issuance and delivery of the Securities. The Transaction Documents constitute
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating
to or affecting creditors’ rights generally and to general equitable principles.


 


(c)  No
Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company
and the issuance and sale of the Securities in accordance with the provisions thereof will not, except for such violations,
conflicts or defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
(i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under,
the Company’s Certificate of Incorporation or Bylaws, both as in effect on the date hereof (true and complete copies of
which have been made available to the Purchasers through the EDGAR system), or (b) assuming the accuracy of the representations
and warranties in Section 3, any applicable statute, rule, regulation or order of any governmental agency or body
or any court, domestic or foreign, having jurisdiction over the Company or its subsidiaries, or any of their assets or properties,
or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company
or its subsidiaries or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any contract the termination of which would reasonably be expected to have a Material Adverse Effect.


 


(d)  Consents.
The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities
require no consent of, action by or in respect of, or filing with, any person or entity, governmental body, agency, or official
other than filings that have been made pursuant to applicable state securities laws and the rules and regulations of Nasdaq, or
such post-sale filings pursuant to applicable state and federal securities laws and the rules and regulations of Nasdaq that the
Company undertakes to file within the applicable time periods.


 


(e)  No
Violation or Default. The Company is not (i) in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received
notice of a claim that it is in


 




     


     


    

 


default
under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it
is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) in
violation of any judgment, decree or order of any court, arbitrator or governmental body or (iii) in violation of any statute,
rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local
laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and
labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(f)  Litigation.
Except as described in the SEC Filings, there are no legal, governmental or regulatory investigations, actions, suits or proceedings
pending to which the Company or any of its subsidiaries is or may reasonably be expected to become a party or to which any property
of the Company is or may reasonably be expected to become the subject that, individually or in the aggregate, if determined adversely
to the Company or its subsidiaries, could (i) reasonably be expected to have a Material Adverse Effect or (ii) adversely affect
or challenge the legality, validity or enforceability of the Transaction Documents.


 


(g)  Title.
Except as disclosed in the SEC Filings, the Company and its subsidiaries have good and marketable title to all real properties
and all other properties and assets owned by them, in each case free from liens, encumbrances and defects, except such as would
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and except as disclosed in the
SEC Filings, the Company and its subsidiaries hold any leased real or personal property under valid, subsisting and enforceable
leases with which the Company are in compliance and with no exceptions, except such as would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect.


 


(h)  Intellectual
Property. Except as expressly contemplated by the SEC Filings, the Company and its subsidiaries own, possess, license or have
other rights to use, the patents and patent applications, copyrights, trademarks, service marks, trade names, service names and
trade secrets described in the SEC Filings as being owned, possessed, licensed or otherwise having rights to use in connection
with its business and that the failure to so have would have or reasonably be expected to result in a Material Adverse Effect
(collectively, the “Intellectual Property Rights”). There is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by any person or entity that the Company’s business or the business of its
subsidiaries as now conducted or as contemplated to be conducted as described by the SEC Filings infringes or otherwise violates
any patent, trademark, copyright, trade secret or other proprietary rights of another. To the Company’s knowledge,
the Intellectual Property Rights are enforceable and there is no existing infringement by another person or entity of any of the
Intellectual Property Rights that would have or would reasonably be expected to have a Material Adverse Effect. The Company and
its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Intellectual
Property Rights, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


(i)  Financial
Statements. The financial statements included in each SEC Filing comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent
corrected by a subsequent restatement) and present fairly, in all material respects, the financial position of the Company as
of the dates shown and its results of operations and cash flows for the periods shown, subject in the case of unaudited financial
statements to normal, immaterial year-end audit adjustments, and such financial statements have been prepared in conformity with
United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)
(except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain
all footnotes


 




     


     


    

 


required
by GAAP, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth
in the financial statements of the Company included in the SEC Filings filed prior to the date hereof, the Company has not incurred
any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and
nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have
had or would reasonably be expected to have a Material Adverse Effect.


 


(j)  Sarbanes-Oxley;
Internal Accounting Controls. The Company and the subsidiaries are in compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Securities and Exchange Commission (“Commission”) thereunder that are effective as of the date
hereof and as of the Closing Date. The Company and the subsidiaries maintain a system of internal accounting controls sufficient
to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company and the subsidiaries have established disclosure
controls and procedures (as defined in the 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and the subsidiaries and designed
such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files
or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures
of the Company and the subsidiaries as of the end of the period covered by the most recently filed periodic report under the 1934
Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report
under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control
over financial reporting (as such term is defined in the 1934 Act) that have materially affected, or is reasonably likely to materially
affect, the internal control over financial reporting of the Company and its subsidiaries.


 


(k)  Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiaries to any
broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect
to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees
or with respect to any claims made by or on behalf of other persons or entities for fees of a type contemplated in this Section
that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(l)  Solvency.
Based on the consolidated financial condition of the Company as of the initial Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements
and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient
to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend
to incur debts beyond its ability to pay such debts as they mature (taking into account the timing


 




     


     


    

 


and
amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which
lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the initial Closing Date. Schedule II sets forth as of the date hereof, after giving effect
to the transactions contemplated herein, all outstanding secured and unsecured Indebtedness of the Company or any subsidiary,
or for which the Company or any subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to
be capitalized in accordance with GAAP. Neither the Company nor any subsidiary is in default with respect to any Indebtedness.


 


(m)  Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any subsidiary know of no basis for any such claim.


 


(n)  Foreign
Corrupt Practices. Neither the Company nor any subsidiary, nor to the knowledge of the Company or any subsidiary, any agent
or other person acting on behalf of the Company or any subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any
provision of FCPA.


 


(o)  Accountants.
To the knowledge and belief of the Company, such accounting firm: (i) is a registered public accounting firm as required by the
1934 Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual
Report for the fiscal year ending September 30, 2016. There are no disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants formerly or presently employed by the Company and
the Company is current with respect to any fees owed to its accountants which could affect the Company’s ability to perform
any of its obligations under any of the Transaction Documents.


 


(p)  Seniority.
As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Notes in right of payment, whether
with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security
interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as
to the property covered thereby).


 


(q)  FDA.
As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under
the Federal Food, Drug and Cosmetic Act, as amended, and the


 




     


     


    

 


regulations
thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed
by the Company or any of its subsidiaries (each such product, a “Pharmaceutical Product”), such Pharmaceutical
Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with
all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use,
premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical
practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be
in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company's knowledge, threatened,
action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation)
against the Company or any of its subsidiaries, and none of the Company or any of its subsidiaries has received any notice, warning
letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure,
registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of,
or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension,
or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical
Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its subsidiaries, (iv) enjoins production
at any facility of the Company or any of its subsidiaries, (v) enters or proposes to enter into a consent decree of permanent
injunction with the Company or any of its subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations
by the Company or any of its subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect.
The properties, business and operations of the Company have been and are being conducted in all material respects in accordance
with all applicable laws, rules and regulations of the FDA.  The Company has not been informed by the FDA that the FDA will
prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed
by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or
proposed to be developed by the Company.


 


(r)  Office
of Foreign Assets Control. Neither the Company nor any subsidiary nor, to the Company's knowledge, any director, officer,
agent, employee or affiliate of the Company or any subsidiary is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(s)  U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


 


(t)  Bank
Holding Company Act. Neither the Company nor any of its subsidiaries or Affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve
System (the “Federal Reserve”). For purposes of this Agreement, “Affiliate”
means, with respect to any Person, another person controlling, controlled by or under common control with, such Person. Neither
the Company nor any of its subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the
outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity
that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its subsidiaries or Affiliates
exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation
by the Federal Reserve.


 


(u)  Money
Laundering. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable


 




     


     


    

 


money
laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any subsidiary,
threatened.


 


(v)  SEC
Filings.


 


(i)  The
Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under 1933
Act and the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the
date hereof (or such shorter period as the Company was required by law or regulation to file such material). At the time of filing
thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1933 Act or 1934 Act, as applicable,
and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.


 


(ii)  Each
prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities
pursuant thereto, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made,
not misleading.


 


(iii)  Except
for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence
or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its subsidiaries
or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed
by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly
disclosed at least 1 business day prior to the date that this representation is made.


 


3.           Representations
and Warranties of Purchasers. Each Purchaser represents and warrants, severally and not jointly, to the Company as follows:


 


(a)  Binding
Obligation. Such Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement and the Transaction Documents constitute valid and binding obligations of such Purchaser,
enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally and general principles of equity.


 


(b)  Securities
Law Compliance. Such Purchaser has been advised that the Securities have not been registered under the 1933 Act or
any state securities laws and, therefore, cannot be resold unless they are registered under the 1933 Act and applicable state
securities laws or unless an exemption from such registration requirements is available. Such Purchaser is aware that the Company
is under no obligation to effect any such registration with respect to the Securities or to file for or comply with any
exemption from registration. Such Purchaser has not been formed solely for the purpose of making this investment and is
purchasing the Securities to be acquired by such Purchaser hereunder for its own account for investment, not as
a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and such Purchaser has
no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933
Act. Such Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable
of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing such
Purchaser’s


 




     


     


    

 


financial
condition and is able to bear the economic risk of such investment for an indefinite period of time. Such Purchaser is an accredited
investor as such term is defined in Rule 501 of Regulation D under the 1933 Act and shall submit to the Company such
further assurances of such status as may be reasonably requested by the Company. The residency of such Purchaser (or, in the case
of a partnership or corporation, such entity’s principal place of business) is correctly set forth beneath such Purchaser’s
name on Schedule I hereto


 


(c)  Access
to Information. Such Purchaser hereby: (a) acknowledges that such Purchaser has received all the information such Purchaser
has requested from the Company and that such Purchaser considers necessary or appropriate for deciding whether to acquire the
Securities; and (b) represents that such Purchaser has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary
to verify the accuracy of the information given such Purchaser.


 


(d)  Tax
Advisors. Such Purchaser has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences
of this investment and the transactions contemplated by this Agreement. With respect to such matters, such Purchaser relies solely
on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Such Purchaser
understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment
and the transactions contemplated by this Agreement.


 


4.           Covenants
of the Company. 


 


(a)  Payments.
Notwithstanding anything to the contrary in the Notes, prior to the termination or satisfaction in full of the Notes the Company
hereby agrees that it shall not (i) make any payments to Company officers with respect to Company indebtedness owed to
such officers, (ii) make any distribution or dividend payments to stockholders of the Company or redeem or retire for
value any shares of any class of stock of the Company or (iii) except as permitted pursuant to Section 4(g), repay,
repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the Notes if on a pro-rata basis and
other than regularly scheduled principal and interest payments as such terms are in effect as of the date hereof, provided that
such payments shall not be permitted if, at such time, or after giving effect to such payment, any Event of Default (as defined
in the Notes) shall occur. For the avoidance of doubt, no payments (on account of principal interest or otherwise) with respect
to the Indebtedness listed under the heading “Investor Notes” on Schedule II hereto shall be made prior to the payment
in full of the obligations under the Notes.


 


(b)  Indebtedness.
The Company shall not incur, suffer or permit to exist any Indebtedness other than (i) the indebtedness outstanding on the
date hereof and set forth on Schedule II hereto; (ii) indebtedness evidenced by the Notes; and (iii) indebtedness of the
type described in clause (c) of the definition of “Permitted Liens” as such term is defined in the Security Agreement.


 


(c)  Liens.
The Company shall not incur, suffer or permit to exist any Lien (as defined in the Security Agreement) other than Permitted
Liens (as defined in the Security Agreement).


 


(d)  Affiliate
Transactions. The Company shall not enter into any transaction with any Affiliate of the Company which would be required to
be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly
approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board
approval).


 


(e)  Publicity.
The Company shall (a) by 9:30 a.m. (New York City time) on the business day immediately following the date hereof, issue a press
release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including
the Transaction Documents as exhibits thereto, with the Commission within the time required by the 1934 Act.


 




     


     


    

 


(f)  Use
of Proceeds. Except as set forth on Schedule IV attached hereto, the Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any
portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business
and prior practices), (b) for the redemption of any equity or equity equivalents of the Company or any of its subsidiaries or
to make any distribution or dividend to any stockholders of the Company, (c) for the settlement of any outstanding litigation
or (d) in violation of applicable law.


 


(g)  Except
with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be
disclosed pursuant to Section  4(e), the Company represents, warrants, covenants and agrees that neither it, nor any
other Person acting on its behalf has provided, or will provide any Purchaser or its agents or counsel with any information that
constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser
shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The
Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s
consent, the Company hereby covenants and agrees that such purchaser shall not have any duty of confidentiality to Company, any
of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company,
and of its subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis
of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law.


 


5.           Conditions
to Closing of the Purchasers. Each Purchaser’s obligations at the Closing are subject to the fulfillment, on or prior
to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by such Purchaser:


 


(a)  Representations
and Warranties. The representations and warranties made by the Company in Section 2 hereof shall have been true
and correct when made, and shall be true and correct on the Closing Date.


 


(b)  Governmental
Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal
and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful
sale and issuance of the Securities.


 


(c)  Legal
Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the Purchasers, of the Securities
shall be legally permitted by all laws and regulations to which the Purchasers or the Company are subject.


 


(d)  Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all
documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchasers.


 


(e)  Transaction
Documents. The Company shall have duly executed and delivered to the Purchasers the following documents (collectively, the
“Transaction Documents”): (i) this Agreement; (ii) the Security Agreement in the form of Exhibit
C hereto (the “Security Agreement”), (iii) the Intellectual Property Security
Agreement in the form of Exhibit D
hereto (the “IP Security Agreement”) and (iv) such Purchaser’s Securities issued hereunder.


 


(f)  Minimum
Principal. The aggregate purchase price at the initial Closing shall not be less than $6,500,000.


 




     


     


    

 


(g)  Deliveries.
The Company shall have delivered to each Purchaser the following:


 


(i)        Such
Purchaser’s Note, duly executed;


 



(ii)       Such
Purchaser’s Warrant, duly executed;


 


(iii)       the
Security Agreement and the IP Security Agreement, each duly executed by the Company; 


 


(iv)      a
legal opinion of Company counsel reasonably satisfactory in form and substance to such Purchaser; and


 


(v)      a
subordination agreement, reasonably satisfactory in form and substance to such Purchaser, duly executed by certain holders of
existing Indebtedness of the Company.


 


6.           Conditions
to Obligations of the Company. The Company’s obligation to issue and sell the Securities at the Closing is subject
to the fulfillment, on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part
by the Company:


 


(a)  Representations
and Warranties. The representations and warranties made by the applicable Purchaser in Section 3 hereof shall
be true and correct when made, and shall be true and correct on the Closing Date.


 


(b)  Governmental
Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal
and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful
sale and issuance of the Securities.


 


(c)  Legal
Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the applicable Purchasers, of the
Securities shall be legally permitted by all laws and regulations to which such Purchasers or the Company are subject.


 


(d)  Purchase
Price. Each Purchaser shall have delivered to the Company the Purchase Price in respect of the Securities being purchased
by such Purchaser referenced in Section 1(c) hereof.


 


7.           Miscellaneous.


 


(a)  Waivers
and Amendments. Except as set forth in Section 8 of the Security Agreement, any provision of this Agreement, the Security
Agreement, the IP Security Agreement and the Securities may be amended, waived or modified only upon the written consent of the
Company and Purchasers holding greater than sixty-seven percent (67%) of the outstanding and unpaid principal of all Notes (the
“Majority Holders”); provided that for so long as Sabby (as defined below) and PointState Fund LP (“PointState”)
shall hold any Notes, the term Majority Holders shall include Sabby and PointState. Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each holder of any Securities.


 


(b)  Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and all actions arising out of or in connection with this
Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to
the conflicts of law provisions. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of
the State of New York located in New York County and the United States District Court for the Southern District of New York for
the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated
hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere
in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.
Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such
courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.


 




     


     


    

 


EACH
OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS
THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


(c)  Survival.
The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.


 


(d)  Successors
and Assigns. Subject to the restrictions on transfer described in Sections 7(e) and 7(f) below,
the rights and obligations of the Company and the Purchasers shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties.


 


(e)  Registration,
Transfer and Replacement of the Notes. The Notes issuable under this Agreement shall be registered notes. The Company will
keep, at its principal executive office, books for the registration and registration of transfer of the Notes. Prior to presentation
of any Note for registration of transfer, the Company shall treat the person or entity in whose name such Note is registered as
the owner and holder of such Note for all purposes whatsoever, whether or not such Note shall be overdue, and the Company shall
not be affected by notice to the contrary. Subject to any restrictions on or conditions to transfer set forth in any Note, the
holder of the Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company’s
executive offices, and promptly thereafter and at the Company’s expense, except as provided below, receive in exchange therefor
one or more new Note(s), each in the principal requested by such holder, dated the date to which interest shall have been paid
on the Note so surrendered or, if no interest shall have yet been so paid, dated the date of the Note so surrendered and registered
in the name of such person or entity or person or entitys as shall have been designated in writing by such holder or its attorney
for the same principal amount as the then unpaid principal amount of the Note so surrendered. Upon receipt by the Company of evidence
reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and (a) in the
case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender
thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note
being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date to which interest
shall have been paid on such Note or, if no interest shall have yet been so paid, dated the date of such Note.


 


(f)  Assignment
by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole
or in part, by the Company without the prior written consent of the Majority Holders.


 


(g)  Entire
Agreement. This Agreement together with the other Transaction Documents constitutes and contains the entire agreement between
the Company and the Purchasers and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications
among the parties, whether written or oral, respecting the subject matter hereof.


 


(h)  Notices.
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall in writing
and faxed, mailed or delivered to each party as follows: (i) if to a Purchaser, at Purchaser’s address or facsimile
number set forth in Schedule I hereto, or at such other address as such Purchaser shall have furnished the Company in writing,
with a copy to Yvan-Claude J. Pierre, Esq., 1114 Cooley LLP, Avenue of the Americas, New York, New York, 10036-7798 (facsimile:
212-479-6275; email: ypierre@cooley.com), and (ii) if to the Company, at the address set forth on the signature page hereto,
or at such other address or facsimile number as the Company shall have furnished to such Purchaser in writing. All such notices
and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally,
(iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one


 




     


     


    

 


business
day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited
in the U.S. mail, first class with postage prepaid.


 


(i)  Expenses.
At the Closing, the Company has agreed to reimburse Sabby Management, LLC (“Sabby”) the non-accountable
sum of $40,000 for its legal and due diligence fees and expenses. Except as set forth in this Agreement to the Contrary, the parties
hereto shall pay their own costs and expenses in connection herewith regardless of whether the transactions contemplated hereby
are consummated; it being understood that each of the Company and each Purchaser has relied on the advice of its own respective
counsel. Notwithstanding the foregoing, the Company shall pay all fees costs and expenses of Purchasers incurred in connection
with enforcement of any of their rights and remedies hereunder and under the other Transaction Documents.


 


(j)  Additional
Purchasers. At any time and from time to time after the date hereof, with the consent of the Majority Holders, the Company
may issue and sell additional Securities in excess of the Aggregate Note Amount to any person or entity that becomes a
Purchaser hereunder (an “Additional Purchaser”) by signing a joinder agreement substantially in the
form of Exhibit E (a “Joinder Agreement”)
and upon execution of each such Joinder Agreement, Schedule I shall be amended to include the relevant information with
respect to such Additional Purchaser.


 


(k)  Separability
of Agreements. The Company’s agreement with each of the Purchasers is a separate agreement and the sale of the Securities
to each of the Purchasers is a separate sale. Unless otherwise expressly provided herein, the rights of each Purchaser hereunder
are several rights, not rights jointly held with any of the other Purchasers. Any invalidity, illegality or limitation on the
enforceability of this Agreement or any part thereof, by any Purchaser whether arising by reason of the law of the respective
Purchaser’s domicile or otherwise, shall in no way affect or impair the validity, legality and enforceability of this Agreement
with respect to other Purchasers.


 


(l)  Severability
of this Agreement. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


(m)  Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.


 


(n)  Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim,
and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any Action or Proceeding that may be brought by any Purchaser in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed
such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction
Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum
contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective


 




     


     


    

 


date
thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess
of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents,
such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the
Company, the manner of handling such excess to be at such Purchaser’s election.


 


(o)  Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each
Purchaser and its respective counsel have chosen to communicate with the Company through Ellenoff Grossman & Schole LLP (“EGS”).
EGS does not represent any of the Purchasers and only represents Sabby. The Company has elected to provide all Purchasers with
the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do
so by any of the Purchasers.


 


(Signature
Page Follows) 


 




     


     


    

 


The parties
have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year
first written above.


 


	 	COMPANY:
	 	 
	 	Oncobiologics, Inc.
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Lawrence A. Kenyon
	 	Name:  Lawrence A. Kenyon
	 	Title: Chief Financial Officer


 


	 	Address:  	7 Clarke Drive
	 	 	Cranbury, New Jersey
	 	 	 
	 	Facsimile:	609-228-4113


 


Signature
page for Note and Warrant Purchase Agreement 


 




     


     


    

 


The parties
have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year
first written above.


 


 


	 	PURCHASERS:
	 	 
	 	 	 


 


	 	By:	 




	 	Name:	 




	 	Title:	 


 


	 	Address:	 


 


	 	Facsimile:	 


 


Signature
page for Note and Warrant Purchase Agreement 


 




     


     


    

 


Exhibit
A


 


THIS
SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURED NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER
THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.


 


ONCOBIOLOGICS,
INC.


 


FORM
OF SECURED PROMISSORY NOTE


 


	$	 	December 22, 2016
	 	 	Cranbury, New Jersey


 


For
Value Received, Oncobiologics,
Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [INSERT
NAME] (“Purchaser”), or its registered assigns, in lawful money of the United States of America and
in immediately available funds, the principal sum of [                        ]
Dollars ($      ), together with accrued and unpaid interest thereon, each due and payable
on the date and in the manner set forth below. This Note is issued pursuant to the Note and Warrant Purchase Agreement,
dated December 22, 2016 (the “Purchase Agreement”). Capitalized words used but not otherwise
defined hereunder shall have the meaning ascribed to such terms in the Purchase Agreement.


 


THE
OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY A SECURITY AGREEMENT (THE “SECURITY AGREEMENT”) AND AN
INTELLECTUAL PROPERTY SECURITY AGREEMENT (“THE IP SECURITY AGREEMENT”), EACH DATED AS OF THE DATE HEREOF
AND EXECUTED BY THE COMPANY FOR THE BENEFIT OF THE PURCHASER. ADDITIONAL RIGHTS OF THE PURCHASER ARE SET FORTH IN THE SECURITY
AGREEMENT AND THE IP SECURITY AGREEMENT.


 


The
following is a statement of the rights of Purchaser and the conditions to which this Note is subject, and to which Purchaser,
by the acceptance of this Note, agrees:


 


1.           Principal
Repayment. The outstanding principal amount of this Note, and all accrued and unpaid interest thereon, shall be due and payable
on December 22, 2017 (the “Maturity Date”).


 


2.           Interest.
The Company further promises to pay interest on the outstanding principal amount hereof from the date hereof, until payment in
full, which interest shall be payable at the rate of five percent (5.0%) per annum (the “Stated Interest
Rate”) or the maximum rate permissible by law (which under the laws of the State of New York shall be deemed to
be the laws relating to permissible rates of interest on commercial loans), whichever is less. Interest shall accrue daily
be due and payable on the Maturity Date, and shall be calculated on the basis of a 365-day year for the actual number of days
elapsed. Upon the occurrence and during the continuance of an Event of Default, all amounts owing hereunder shall bear interest
at the Stated Interest Rate plus two percent (2%) per annum.


 




     


     


    

 


3.           Place
of Payment. All amounts payable hereunder shall be payable at the office of Purchaser, unless another place of payment shall
be specified in writing by Purchaser. All payments hereunder shall be made without any set-off, counterclaim defenses, withholding
(for taxes or otherwise) or reduction of any kind.


 


4.           Application
of Payments. Payment on this Note shall be applied first to accrued interest and thereafter to the outstanding principal balance
hereof. This Note may be prepaid in whole or in part at any time without penalty or premium. Any interest accrued on the amounts
so prepaid to the date of such prepayment shall be paid at the time of any such prepayment.


 


5.           Event
of Default. Each of the following events shall be an “Event of Default” hereunder:


 


(a)          the
Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any
accrued interest or other amounts due under this Note on the date the same becomes due and payable;


 


(b)          the
Company shall default in its performance of any other covenant under this Note or any of the Transaction Documents, which default
is not cured within the earlier of (i) five (5) days after notice thereof from Purchaser and (ii) ten (10) days after the Company
has become aware or should have become aware of such failure;


 


(c)          the
Company breaches any representation or warranty contained in this Note or any Transaction Document and such breach adversely affects,
or could reasonably be expected to adversely affect, any of the Purchaser’s rights or obligations under this Note or any
Transaction Document;


 


(d)          a
default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which
the Company or any subsidiary is obligated;


 


(e)          the
Company or any subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced,
any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation
greater than $150,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness
becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;


 


(f)          the
Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy
Event. “Bankruptcy Event” means any of the following events: (a) the Company or any Significant Subsidiary
thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant
Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding
that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated
insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company
or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its
property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary
thereof makes a general assignment for the benefit of creditors, (f) the


 




    -2-


     


    

 


Company
or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring
of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that it is generally unable to pay its debts
as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its
consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting
any of the foregoing;


 


(g)          the
Company shall be a party to any Change of Control Transaction or shall sell or dispose of all or in excess of 33% of its assets
in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction).
“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition
after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under
the 1934 Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract
or otherwise) of in excess of 33% of the voting securities of the Company, (b) the Company merges into or consolidates with any
other person or entity, or any person or entity merges into or consolidates with the Company and, after giving effect to such
transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power
of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its
assets to another person or entity and the stockholders of the Company immediately prior to such transaction own less than 66%
of the aggregate voting power of the acquiring entity immediately after the transaction, or (d) a replacement at one time or within
a three year period of more than one-half of the members of the board of directors which is not approved by a majority of those
individuals who are members of the board of directors on the original issue date of this Note (or by those individuals who are
serving as members of the board of directors on any date whose nomination to the board of directors of the Company was approved
by a majority of the members of the board of directors who are members on the date hereof); or


 


(h)          any
monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their
respective property or other assets for more than $50,000, and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of 45 calendar days.


 


Upon
the occurrence of an Event of Default hereunder, all unpaid principal, accrued interest and other amounts owing hereunder shall,
automatically, be immediately due, payable and collectible by Purchaser. In connection with such acceleration described herein,
the Purchaser need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and
the Purchaser may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder
and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Purchaser at any
time prior to payment hereunder and the Purchaser shall have all rights as a holder of the Note until such time, if any, as the
Purchaser receives full payment pursuant to this Section 7. No such rescission or annulment shall affect any subsequent Event
of Default or impair any right consequent thereon.


 


6.           Waivers.
The Company (i) waives presentment, demand, protest or notice of any kind in connection with this Note and (ii) agrees, in the
event of an Event of Default, to pay to the Purchaser of this Note, on demand, all costs and expenses (including reasonable legal
fees and expenses as and when incurred), incurred in connection with the enforcement and/or collection of this Note. The right
to plead any and all statutes of limitations as a defense to any demands hereunder is hereby waived to the full extent permitted
by law.


 




    -3-


     


    

 


7.           Notices.
All notices and other communications required to be given under this Note to either Purchaser or the Company, as applicable,
shall be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the
Purchase Agreement, or at such other address or facsimile number as the Company shall have furnished to such Purchaser in writing.
All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered
personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one
business day after being deposited with an overnight courier service of recognized standing or (v) four days after being
deposited in the U.S. mail, first class with postage prepaid.


 


8.           Governing
Law. This Note shall be governed by and construed under the laws of the State of New York, as applied to agreements among
New York residents, made and to be performed entirely within the State of New York, without giving effect to conflicts of laws
principles. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York
located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit,
action, proceeding or judgment relating to or arising out of this Note and the transactions contemplated hereby. Service of process
in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods
as are specified for the giving of notices under this Note. Each of the parties hereto irrevocably consents to the jurisdiction
of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably
waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives
any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH
OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS
THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


9.           Amendments.
No amendment, modification or waiver of any provision of this Note nor consent to departure by the Company therefrom shall
be effective, irrespective of any course of dealing, unless the same shall be in writing and signed by the Company and the Majority
Holders (which shall be binding on Purchaser whether or not signed by Purchaser) and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, the consent of the
Purchaser shall be necessary to do the following to the Note:


 



(a)          reduce
the percentage of the principal and interest amount of Notes whose holders must consent to constitute Majority Holders’
consent;


 


(b)          reduce
the rate of or change the time for payment of interest on the Note;


 

(c)          reduce
the principal of or change the fixed maturity of the Note; or


 

(d)          make
the Note payable in money other than lawful money of the United States of America and in immediately available funds.



 


10.         Successors
and Assigns. This Note may be transferred only in compliance with the provisions herein and upon its surrender to the Company
for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory
to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like
principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall
be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation
to pay such interest and principal.


 


11.         Board
Authorization; Intended Purposes. All corporate action on the part of the Company, its directors and its stockholders, necessary
for the authorization, execution, delivery and performance of this Note by the Company and the performance of the Company’s
obligations hereunder, has been taken. The Company will use all of the proceeds from this Note for operations of its business.


 


12.         Counterparts.
This Note may be executed in any number of counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one
and the same Note.


 


13.         Registered
Form. This Note is in registered form within the meaning of 26 C.F.R. Section 1.871-14(c)(1)(i) for United States federal
income and withholding tax purposes. This Note may be transferred only upon its surrender to the Company for registration of transfer,
duly endorsed, or


 




    -4-


     


    

 


accompanied
by a duly executed written instrument of transfer in form reasonably satisfactory to the Company. Thereupon, this Note shall be
reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued
to, and registered in the name of, the transferee.


 


14.         Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this
Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the
Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.


 


15.         Secured
Obligation. The obligations of the Company under this Note are secured by all assets of the Company pursuant to the Security
Agreement and IP Security Agreement, each dated as of December   , 2016 between the Company and the Purchasers
signatory thereto.


 


(Signature
Page Follows)


 




    -5-


     


    

 


The Company
has caused this Note to be issued as of the date first written above.


 


 


	 	Oncobiologics, Inc.	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	                          	 




	 	Name:	Lawrence A. Kenyon	 






	 	Title:	Chief Financial Officer	 


 




     


     


    

 


EXHIBIT
B


 


FORM OF WARRANT


 


NEITHER THIS SECURITY NOR
THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


oncobiologics,
inc.


 


	Warrant Shares: _______	Initial Exercise Date: December 22, 2016


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five
year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for
and purchase from Oncobiologics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject
to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”).
The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section
2(b).


 


Section 1.          Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section
1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Commission”
means the United States Securities and Exchange Commission.


 




    	 	1	 



     


    

 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Liens”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing.


 


“Transfer
Agent” means American Stock Transfer & Trust Company, LLC, the current transfer agent of the Company, with a mailing
address of 6201 15th Avenue, Brooklyn, New York 11219 and a facsimile number of 718.765.8713, and any successor transfer
agent of the Company.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all
other cases, the


 




    	 	2	 



     


    

 


fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.


 


Section 2.         Exercise.


 


a)       Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company or the Transfer Agent (or
such other office or agency that the Company may designate by notice in writing to the registered Holder at the address of the
Holder appearing on the books of the Company), as applicable, of a duly executed facsimile copy or PDF copy submitted by electronic
(or e-mail attachment) of the Notice of Exercise in the form annexed hereto. Within the earlier of (i) three (3) Trading Days and
(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the
date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable
Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure
specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final
Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total
number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records
showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice
of Exercise within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on
the face hereof.


 


b)       Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be $3.00, subject to adjustment hereunder
(the “Exercise Price”).


 


c)       Cashless
Exercise. If at any time after the six-month anniversary of the Initial Exercise Date, there is no effective Registration Statement
registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also
be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled
to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 




    	 	3	 



     


    

 


(A) =  the last
VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”,
as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated
over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the
prior Trading Day’s VWAP shall be used in this calculation);


 


(B) =  the Exercise
Price of this Warrant, as adjusted hereunder; and


 


(X) =  the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period
of the Warrant Shares being issued may be tacked on to the holding period of this Warrant.  The Company agrees not to
take any position contrary to this Section 2(c).


 


		d)	Mechanics of Exercise.



 


i.            Delivery
of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder
by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and
either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations
pursuant to Rule 144, and otherwise by book-entry, registered in the Company’s share register in the name of the Holder or
its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified
by the Holder in the Notice of Exercise by the date that is the earlier of (i) three (3) Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of
the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case
of a cashless exercise) is received within the earlier of (i) three Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to
the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share


 




    	 	4	 



     


    

 


Delivery Date,
the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject
to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day
(increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day
after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees
to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.
As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of
Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of the Notice of Exercise.


 


ii.          Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 


iii.         Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv.         Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount,
if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such
purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not


 




    	 	5	 



     


    

 


honored (in which
case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common
Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


v.           No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


vi.         Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees
to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.


 


vii.         Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 




    	 	6	 



     


    

 


e)       Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and
any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution
Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination
of the Beneficial Ownership Limitation is being made, but shall exclude the number of shares of Common Stock that would
be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates or Attribution Parties but not permitted to be exercised due to the Beneficial Ownership Limitation and
(ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without
limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in
the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company
is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder
is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained
in this Section 2(e) applies, the determination of whether this Warrant or any portion thereof is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) shall be the sole
responsibility of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant or any portion thereof is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties), in each case subject to the
Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two
Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case,
the number


 




    	 	7	 



     


    

 


of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise
of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this
Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership
Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of
this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership
Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of this Warrant. Notwithstanding anything to
the contrary contained in this Warrant, no party may waive the Beneficial Ownership Limitation.


 


Section
3.             Certain Adjustments.


 


a)           Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)           [RESERVED]


 


c)           Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Common Stock


 




    	 	8	 



     


    

 


Equivalents or
rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common
Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of
Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent
shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).]


 


d)       Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in
such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if
ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


e)       Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of


 




    	 	9	 



     


    

 


Common Stock are
permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group
of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any
shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each
Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares
of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder
of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of
a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant
from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion
of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means
the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg,
L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing
purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between
the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately
following the public


 




    	 	10	 



     


    

 


announcement of
the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price
per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental
Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date. The payment of the Black Scholes Value will be made by wire transfer of immediately available
funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction).
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option
of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital
stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and
with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the
relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance
to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction
Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Company herein.


 


f)             Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


g)           Notice
to Holder.


 


i.            Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the


 




    	 	11	 



     


    

 


number of Warrant
Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.         Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email
to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such
notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


Section 4.            Transfer
of Warrant.


 


a)          Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed


 




    	 	12	 



     


    

 


by the Holder or
its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.


 


b)       New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial
Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)       Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


d)       Transfer
Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and
under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or
current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does
not require registration under the Securities Act.


 


e)       Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 




    	 	13	 



     


    

 


Section 5.             Miscellaneous.


 


a)           No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in
Section 3.


 


b)           Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)           Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


d)           Authorized
Shares.


 


The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise
of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment
for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).


 


Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to


 




    	 	14	 



     


    

 


protect the rights
of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i)
not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be,
necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any
public regulatory body or bodies having jurisdiction thereof.


 


e)           Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of
this Warrant shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New
York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts,
or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Warrant. If any party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding.


 


f)             Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g)           Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all
rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of
this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be


 




    	 	15	 



     


    

 


sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


h)       Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight
courier service, addressed to the Company, at the address set forth above Attention: Lawrence A. Kenyon, Chief Financial Officer,
facsimile number +1 (609) 228-4113, email address LawrenceKenyon@OncoBiologics.com, or such other facsimile number, email address
or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a
nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing
on the books of the Company, or if no such facsimile number or address appears on the books of the Company. Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New
York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.


 


i)       Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j)         Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


k)         Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the


 




    	 	16	 



     


    

 


benefit of any
Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


 


l)       Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


m)         Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n)       Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


********************


 


(Signature Page Follows)


 




    	 	17	 



     


    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	oncobiologics, inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	18	 



     


    

 


NOTICE OF EXERCISE


 


		To:	oncobiologics, inc.



 


(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.


 


(2) Payment
shall take the form of (check applicable box):


  


   ̈ in
lawful money of the United States; or


 


   ̈ [if
permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in subsection 2(c).


 


(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


	 	 	 


 


The Warrant Shares shall be delivered to the
following DWAC Account Number:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[SIGNATURE
OF HOLDER]


 


	Name of Investing Entity: 	 



	Signature of Authorized Signatory of Investing Entity: 	 



	Name of Authorized Signatory: 	 



	Title of Authorized Signatory: 	 



	Date: 	 


 




    	 	 



     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____]
all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	 	 whose address is


 


	 	.


 


	 	 


 


Dated: ______________, _______


 


	 	Holder’s Signature:	 	 
	 	 	 	 
	 	Holder’s Address:	 	 
	 	 	 	 
	 	 	 	 


 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.


 




    


     

    

 




 


Exhibit
c


 


SECURITY
AGREEMENT


 




     


     


    

 


Exhibit
d


 


IP SECURITY
AGREEMENT


 




     


     


    

 


Exhibit
e


 


JOINDER
TO NOTE AND WARRANT PURCHASE AGREEMENT, SECURITY AGREEMENT AND IP SECURITY AGREEMENT


 


The
undersigned hereby agrees to become a party in the capacity of a “Purchaser” to that certain Note and Warrant
Purchase Agreement dated as of December 22, 2016, by and among Oncobiologics,
Inc. a Delaware corporation (the “Company”) and the parties identified on the signature pages thereto
as Purchasers, and in the capacity of a “Secured Party” to that certain Security Agreement and to that certain Intellectual
Property Security Agreement, each dated as of December 22, 2016 by and among the Company and the parties identified
on the signature pages of each thereto as Secured Parties, and to be bound by the terms and conditions of such agreements in such
capacity effective as of the date thereof. The undersigned hereby makes all representations and warranties of the Purchasers contained
in the Note and Warrant Purchase Agreement to the Company as of the date hereof. The undersigned hereby authorizes this
Joinder to be attached as a counterpart signature page to each of the Note and Warrant Purchase Agreement, the Security
Agreement and the Intellectual Property Security Agreement and for Schedule I of the Note and Warrant Purchase Agreement
to be updated to include the information below with respect to such Purchaser.


 


	 	“Purchaser” and “Secured Party”	 
	 	 	 
	 	 	 
	 	 	 
	 	By: 	                 	 


 


	 	Name: 	 	 



 


	 	Title:	 	 


 


	Name	Address/Facsimile
    #	Principal
    Amount	Purchase
    Price